T a k e o v e r s
P a n e l
MEDIA
RELEASE
No: 18/2006
Thursday, 23 February 2006
Sydney Gas Limited – Panel Receives Application
The Takeovers Panel advises that it has received an application from Sydney Gas
Limited (SGL), in relation to a takeover offer by Queensland Gas Company Limited
(QGC) for all the shares in SGL (Offer).
SGL’s application submits that the QGC bidder’s statement contains a number of
deficiencies. SGL submits that the deficiencies include:
• the prominence and significance which QGC has placed on QGC’s offer to
refinance the SGL convertible notes (which are redeemable on 1 April 2006 and
1 June 2006 (Funding Offer)) without disclosing what SGL considers is the
conditional and uncertain nature of that Funding Offer;
• the information supporting forward looking statements that QGC has made in
its bidder’s statement as to its future revenue;
• detail in relation to the debt facilities recently entered into by QGC, contracts
under negotiation, and the Chinchilla Power Station project.
SGL has sought a declaration of unacceptable circumstances, interim and final
orders.
SGL has sought an interim order that QGC delay the despatch of its bidder’s
statement to SGL shareholders until the alleged deficiencies in the bidder’s statement
have been corrected.
The Panel has not decided whether to conduct proceedings in relation to the
application and makes no comment on the merits of the application. It also notes that
it has not received submissions from the other parties to the application and it is,
therefore, unaware of their views.
The President of the Panel is appointing a sitting Panel to consider the application.
Nigel Morris
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
Sydney Gas Limited (SGL) and it joint venture partner The Australian Gas Light Company (AGL) today released a production report for January 2006, that showed production was in-line with the high levels of output achieved from its jointly owned Camden Gas Project in recent months. The company said they deliver coal seam gas to AGL under a 10-year contract, which was expected to provide more than $200 million in revenue to SGL. Sydney Gas noted following a ramp up in production over the next three years, SGL expected the joint venture would be able to supply AGL with up to 14.5 Petajoules (“PJ”) of gas a year. CSG production from the Camden Project was currently at a rate of over 4PJ a year and was expected to increase “substantially” as the ramp-up program intensifies.
QUEENSLAND GAS COMPANY LIMITED
ABN 11 089 642 553
Level 11
307 Queen Street, Brisbane QLD 4000
GPO Box 3107, Brisbane QLD 4001
Tel: 07 3004 1000 Fax: 07 3012 8411
Website: www.qgc.com.au
Email: qgc@qgc.com.au
8 March 2006
ASX ANNOUNCEMENT
POSSIBLE DELAY OF SGL OFFER
As a result of input from the Takeovers Panel, QGC has formed the view there could be a significant
delay in the closing date of its offer for all the shares of SGL.
QGC is concerned that the market is trading in shares of both QGC and SGL on a basis that does not
have regard to the practical consequence of any such delay. In the view of QGC, it now appears to be
quite likely that a defeating condition of the QGC offer could be triggered
For further information:
Richard Cottee
Managing Director
Queensland Gas Company
Telephone: 07 3004 1000
Fax : 07 3012 8411
QUEENSLAND GAS COMPANY LIMITED
ABN 11 089 642 553
Level 11
307 Queen Street, Brisbane QLD 4000
GPO Box 3107, Brisbane QLD 4001
Tel: 07 3004 1000 Fax: 07 3012 8411
Website: www.qgc.com.au
Email: qgc@qgc.com.au
QUEENSLAND GAS COMPANY
Tuesday, 11 April 2006
ASX ANNOUNCEMENT
QGC bid will not be varied to include proposed New SGL shares and convertible
notes
QGC today confirmed that its takeover bid for SGL does not and will not include New
Shares that would be issued under the SGL proposed Rights Issue or Convertible
Notes issue to Babcock & Brown.
QGC’s Managing Director, Richard Cottee said, “On a fully diluted basis, the proposed
rights issue and convertible note issue would increase the overall shares issued in
SGL by almost 47%.
“This SGL proposal is potentially highly dilutive to the interests of SGL’s existing
shareholders.
“To suggest that QGC may vary its bid to include these shares is just not sensible – it
would result in a substantial dilution to QGC’s existing shareholders. The QGC bid
does not, and will not, extend to these New Shares”, Mr Cottee said.
- Ends -
Media contact:
Cannings
Martin Debelle 0409 911 189
Sarah Hudson 0424 034 059
Mr Richard Cottee
Managing Director
Queensland Gas Company Limited
Telephone: 07) 3004 1000
Fax: 07) 3012 8411
Email: qgc@qgc.com.au
Website: www.qgc.com.au
Joe Blow said:QGC in trading halt pending an announcement. Anyone have any idea what this could be about? They have been releasing a lot of positive announcements recently so hopefully it is good news.
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